ExlService (EXLS) EVP settles 6,670 RSUs, now holds 52,613 shares

Rhea-AI Filing Summary

ExlService Holdings executive Ajay Ayyappan reported the settlement of previously granted equity awards into common stock. On January 21, 2026, 6,670 restricted stock units were settled, relating to awards that had vested as of March 31, 2024. Due to an administrative delay in settlement and applicable U.S. tax rules and regulations, the number of shares of common stock actually issued was 5,093.

These shares are common stock of ExlService Holdings, Inc., par value $0.001 per share, and the transaction was reported with code "M". Following this settlement, Ayyappan now directly beneficially owns 52,613 shares of ExlService common stock. The footnotes explain that the restricted stock units were originally granted on March 31, 2022 under a share matching plan and vested in installments in 2024 and 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

AYYAPPAN AJAY

(Last) (First) (Middle)

320 PARK AVENUE

29TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ExlService Holdings, Inc. [ EXLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Gen Counsel/Corp. Sec'y.

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	01/21/2026		M		5,093(1)	A	$41.64	52,613	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	01/21/2026		M			6,670	(3)	(3)	Common Stock, par value $0.001 per share	6,670	$0	0	D

Explanation of Responses:

1. Represents the shares of common stock of ExlService Holdings, Inc. (the "Company") issued in respect of the reporting person's restricted stock units that vested as of March 31, 2024, but which were settled as of January 21, 2026. Due to administrative delay in settlement, the number of shares of common stock issued to the reporting person was reduced based on applicable U.S. tax rules and regulations.

2. Represents restricted stock units received under a share matching plan in connection with the officer's purchase of common stock, par value $0.001 per share of ExlService Holdings, Inc.

3. On March 31, 2022, the reporting person was granted 20,025 restricted stock units, after adjustment for the 5-for-1 forward stock split, effective August 1, 2023, vesting in two installment installments beginning on the second anniversary of the grant date. 33% of the restricted stock units became vested on March 31, 2024, and the remaining balance of 67% of the restricted stock units became vested on March 31, 2025. This transaction represents the settlement, as of January 21, 2026, of the shares that vested in 2024.

Remarks:

	/s/ Ajay Ayyappan	01/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did EXLS executive Ajay Ayyappan report?

Ajay Ayyappan reported the settlement of 6,670 restricted stock units into ExlService Holdings, Inc. common stock on January 21, 2026, with 5,093 shares of common stock actually issued.

How many EXLS shares does Ajay Ayyappan own after this Form 4 transaction?

After the reported transaction, Ajay Ayyappan directly beneficially owns 52,613 shares of ExlService Holdings, Inc. common stock.

What is the nature of the derivative securities in this EXLS Form 4?

The derivative securities are restricted stock units. A total of 6,670 restricted stock units were settled and now show 0 derivative securities beneficially owned following the transaction.

Why were only 5,093 EXLS shares issued from 6,670 restricted stock units?

The filing states that, due to an administrative delay in settlement and the application of U.S. tax rules and regulations, the number of common shares issued to the reporting person was reduced from the 6,670 vested restricted stock units.

When did the underlying EXLS restricted stock units vest and how were they granted?

The filing notes that 20,025 restricted stock units were granted on March 31, 2022, after adjustment for a 5-for-1 stock split. 33% vested on March 31, 2024 and the remaining 67% vested on March 31, 2025. The reported transaction covers settlement of the portion that vested in 2024.

What is Ajay Ayyappan’s role at ExlService Holdings (EXLS)?

Ajay Ayyappan is an officer of ExlService Holdings, Inc., serving as EVP & General Counsel/Corporate Secretary, as disclosed in the Form 4.